Naga Dhunseri Group Limited is an **RBI-registered Non-Banking Financial Company (NBFC)** (Registration No. **05.01813**) that has recently undergone a fundamental strategic transformation. Historically a standalone investment vehicle, the company has transitioned into a specialized holding company with a controlling interest in the global plantation sector, specifically tea and macadamia nuts. --- ### **Strategic Portfolio Realignment & Entity Rationalization** Between **December 2024** and **March 2025**, the Group executed a definitive inter-se share transfer with its associate, **Dhunseri Investments Limited (DIL)**. This "arm’s length" transaction was designed to streamline the Group’s focus by consolidating agricultural interests and exiting petrochemical-linked investments. * **Consolidation of Dhunseri Tea & Industries Limited (DTIL):** The Company acquired **48,09,595** equity shares (**45.77%** stake) of DTIL. This increased the total holding from **8.79%** to **54.56%**, officially making DTIL a **subsidiary**. * **Divestment of Dhunseri Ventures Limited (DVL):** The Company sold its entire holding of **30,78,759** equity shares (**8.79%** stake) in DVL to DIL. * **Objective:** This swap facilitates better management control over the core tea business while removing exposure to the petrochemical sector. --- ### **Core Business Segments & Global Footprint** The Group’s consolidated operations are divided into two distinct pillars: #### **1. Treasury Operations** The Group manages a substantial portfolio of shares and securities. Income is derived from dividends, interest, and capital appreciation. * **Portfolio Value:** Standalone investments grew to **₹31,319.11 Lakhs** by March 2025. * **Liquidity:** **97.40%** of the share capital is dematerialized, ensuring high liquidity. #### **2. Tea & Macadamia Plantations** Through its subsidiary DTIL and various step-down subsidiaries, the Group operates an integrated plantation business spanning harvesting, manufacturing, and sales. * **Geographic Reach:** Operations are centered in **Assam (India)** and **Malawi (Africa)**. * **Product Mix:** High-quality tea, macadamia nuts, and timber. * **Seasonality:** This segment is highly seasonal, leading to significant quarter-on-quarter performance fluctuations. --- ### **Operational Efficiency & Asset Monetization** The Group is aggressively divesting non-core or underperforming assets within the tea segment to optimize the balance sheet and improve margins. | Asset Divested | Date | Consideration / Profit | | :--- | :--- | :--- | | **Balijan (North) Tea Estate** | Nov 2025 (Decision) | **₹35.00 Crore** (Classified as Held for Sale) | | **Deohall Tea Estate** | Sept 2025 | **₹23.50 Crore** (Profit: **₹2.05 Crore**) | | **Dilli Tea Estate** | March 2025 | Profit: **₹11.55 Crore** | | **Jaipur Packet Factory** | Dec 2024 | Profit: **₹15.74 Crore** | | **Investment Property** | FY 2024-25 | Profit: **₹36.31 Lakhs** | --- ### **Financial Position & Capital Structure** The Group maintains a robust capital base with zero mobilization of funds through debt instruments or fixed deposits, resulting in the absence of a formal credit rating. **Consolidated Equity Summary (₹ Lakhs):** | Particulars | 31 March 2024 | 31 March 2023 | | :--- | :--- | :--- | | **Share Capital** | **100.00** | **100.00** | | **Other Equity** | **86,506.84** | **71,151.03** | | **Total Equity** | **86,606.84** | **71,251.03** | * **Working Capital:** Increased to **₹74.61 Crore** (March 2024) from **₹42.14 Crore** the previous year. * **Shareholder Returns:** The Board recommended a **25% dividend** on equity shares for FY25. * **Associate Contribution:** For the nine months ended Dec 31, 2024, the Group’s share of net profit from associates was **₹32.17 Crore**. --- ### **Risk Management & Regulatory Compliance** #### **Financial & Market Risks** * **Capital Adequacy:** Consistently maintains a **Minimum Capital to Risk Weighted Assets Ratio (CRAR)** exceeding the RBI-mandated **15%**. * **Credit Risk:** Maximum exposure stood at **₹889.94 Crore** (March 2025). The Group maintains a **0.40% Expected Credit Loss (ECL)** provision on loan assets. * **Valuation Risk:** A key focus for management is the valuation of **unquoted equity shares**, which requires significant judgment due to limited market liquidity. #### **International & Macroeconomic Risks** * **Hyperinflationary Accounting (Ind AS 29):** Applied effective **April 1, 2024**, for Malawi-based subsidiaries (**Makandi Tea & Coffee Estates Ltd** and **Kawalazi Estate**) due to a 3-year cumulative inflation rate of **116%**. * **Impact:** Recognized a non-cash net loss of **₹77.22 Lakhs** for the nine months ended Dec 31, 2025. * **Restatement:** A **₹5,753.99 Lakhs** adjustment was made to opening retained earnings for PPE restatements. * **Subsidiary Winding Up:** **Dhunseri Mauritius Pte Ltd.** is in the process of winding up; the Group has committed financial support to clear all obligations prior to dissolution. #### **Operational & Labour Risks** * **Agricultural Inputs:** To mitigate supply chain risks in remote areas, the Group maintains strategic inventories of agro-chemicals, fertilizers, and coal. * **Labour Obligations:** The Group is discharging inherited **Employees Provident Fund** liabilities from previous estate acquisitions, with **₹1.34 Crore** outstanding as of March 2025. * **Labour Codes:** Management has assessed the impact of the **four new Labour Codes (Nov 2025)** and determined that incremental liabilities are **not material**. --- ### **Governance & Leadership Transitions** The Group has recently strengthened its leadership and compliance framework: * **CFO:** **Mr. Sudarshan Mall** appointed effective **April 15, 2026**. * **Compliance Officer:** **Ms. Sakshi Agarwal** appointed effective **May 23, 2025**. * **Audit Oversight:** The **Audit Committee** oversees the Risk Management Policy, supported by internal audits to identify risks across all functional verticals.